Unless otherwise specifically agreed to in writing by StarDrawing International Trading (Shanghai) Co., Ltd. (“StarDrawing”), these Sales Terms and Conditions shall apply to any and all orders placed by any Purchaser for products of StarDrawing. In these Sales Terms and Conditions, the party to whom StarDrawing’s Quotation, Sales Order, or Invoice is addressed is referred to as the “Purchaser.”
- ACCEPTANCE. StarDrawing’s acceptance of all orders and all offers and sales by StarDrawing are subject to and expressly conditioned upon Purchaser’s assent to the terms and conditions of these Sales Terms and Conditions. Purchaser’s acceptance of any offer by StarDrawing must be made on such terms and conditions exactly as offered by StarDrawing. Any of Purchaser’s terms and conditions which are different from or in addition to those contained in these Sales Terms and Conditions shall be of no effect unless specifically agreed to in writing by StarDrawing. If a contract is not earlier formed by mutual agreement in writing, acceptance by Purchaser of products furnished by StarDrawing pursuant hereto shall be deemed Purchaser’s assent to all of the terms and conditions of these Sales Terms and Conditions.
- ORDERS AND PRICES. Proposals for StarDrawing to supply products to Purchaser are valid for 15 days from quote unless otherwise agreed to by StarDrawing in writing. All prices are expressed in U.S. dollars. Orders may not be cancelled or modified, either in whole or part, without StarDrawing’s express written consent. All prices are as stated in StarDrawing’s quote and specifically override any prices referenced in Purchaser’s purchase order.
- TERMS OF PAYMENT. All payments shall be in U.S. dollars. Purchaser shall pay for products in cash upon delivery, unless an earlier or later time for payment is specified in the order acknowledgement (in which case payment shall be due at the time so specified). Each shipment shall be considered a separate and independent transaction and payment for each shipment shall be due accordingly.
- DELIVERY, TITLE AND RISK OF LOSS. Subject to the security interest reserved to StarDrawing, title and risk of loss and/or damage to products shall pass to Purchaser upon delivery of the products to the transportation company at the shipping point. In the event Purchaser rejects or revokes acceptance of any products for any reason, all risk of loss and/or damage to such products shall nonetheless remain with Purchaser unless and until the same are returned at Purchaser’s expense to such place as StarDrawing may designate in writing. All products must be inspected upon receipt and claims filed by Purchaser with the transportation company when there is evidence of shipping damage, either concealed or external.
- PERFORMANCE. StarDrawing will make a reasonable effort to observe the dates specified herein or such later dates as may be agreed to by Purchaser for delivery or other performance, but StarDrawing shall not be liable for any delay in delivery or failure to perform due to acceptance of prior orders, strike, lockout, riot, war, fire, accident, delays caused by any subcontractor or supplier or by Purchaser, technical difficulties, failure or breakdown of machinery or components necessary for order completion, inability to obtain or substantial rises in the price of labor or materials or manufacturing facilities, curtailment of or failure to obtain sufficient electrical or other energy supplies, or compliance with any law, regulation, order or direction, whether valid or invalid, of any governmental authority or instrumentality thereof, or due to any circumstances or any causes beyond its reasonable control, whether similar or dissimilar to the foregoing and whether or not foreseen.
- Purchaser agrees that any delay in delivery or failure to deliver or perform any part of these Sales Terms and Conditions shall not be grounds for Purchaser to terminate or refuse to comply with any provisions hereof and no penalty of any kind shall be effective against StarDrawing for such delay or failure; provided, however, that if the delay or failure extends beyond six (6) months from the originally scheduled date either party may, with written notice to the other, terminate these Sales Terms and Conditions without further liability for the unperformed part of these Sales Terms and Conditions.
- LIMITED WARRANTY. StarDrawing warrants that for a period of sixty (60) days from the date of delivery to Purchaser or Purchaser’s agent that all products sold or conveyed to Purchaser from StarDrawing are free from unreasonable defects, damages and shortages. THIS LIMITED WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY AND CLAIMS. If StarDrawing, in its sole discretion, approves a claim covered under the Limited Warranty, StarDrawing’s sole obligation will be to replace defective items with items of comparable value to the extent commercially practicable or refund at the selling price any defective, damaged or shorted products.
- GENERAL. No modification, amendment, rescission, waiver or other change in these Sales Terms and Conditions shall be binding on StarDrawing unless agreed to in writing by StarDrawing. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision herein. Failure or delay on the part of either party to exercise any right, power, privilege or remedy herein shall not constitute a waiver thereof. The section headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation of these Sales Terms and Conditions. In the event that any of the terms or conditions of these Sales Terms and Conditions modify or conflict with any provisions, terms, or conditions noted on any Quotation, Sales Order, or Invoice, these terms shall control.
StarDrawing International Trading (Shanghai) Co., Ltd.
Revision Date: March 22, 2016